Writing a Constitution and Bylaws for Your IO

The rules of an organization may be divided into: Constitution, Bylaws, Rules of Order, and Standing Orders. All rules should be found under one of these heads. If there are both constitution and bylaws, amendment of the constitution is usually made more difficult than amendment of the bylaws. 

When an organization is incorporated, the charter (articles of incorporation) frequently takes the place of a constitution.

Sometimes the easiest way to write a Constitution and Bylaws is to copy from some other similar organization (i.e. grotto) and then make the changes necessary for the new organization.

Sample Constitution

I. The name of this organization shall be the [Purple Patch Grotto] of the National Speleological Society.

II. The purposes of this organization shall be the same as those of the National Speleological Society, namely, to promote interest in and advance in any and all means the study and science of speleology; the protection of caves and their natural contents; and to promote fellowship among those interested therein, with the additional purpose of organizing NSS members in the [geographical area], to better promote the objectives of the NSS.

III.     Executive Committee

(1) The Grotto shall be governed by an Executive Committee made up of the following officers, all members of the NSS, and elected annually for one-year terms as provided in the bylaws:

(a) Chairman

(b) Vice-Chairman

(c) Secretary 

(d) Treasurer 

[The posts of Secretary and Treasurer may be combined into a Secretary-Treasurer.]

(e) One or two members at large [optional]

(f) For student grottos - Faculty Advisor [optional]

(2) The Executive Committee shall have complete power to manage the business, to raise funds in any manner not inconsistent with the policies of the NSS, and to perform all other necessary functions.

(3) Decisions or actions of the Executive Committee may be overruled by a two-third majority vote of the members.

IV. Executive Committee Meetings

(1) Executive Committee and general meetings shall be held at such times and places as are determined by the Committee.

(2) A quorum in the Executive Committee is a majority of its members.

V. Full membership is limited to members of the NSS.

Vl. The [Purple patch Grotto] shall not engage in any activity which is contrary to the policies of the NSS.

VII. Tax exempt status: The purposes for which this organization is formed are exclusively charitable, educational, recreational, and scientific within the meaning of section 501(c)(7) of the United States Internal Revenue Code or the equivalent section of any future federal tax code.

VIII. Dissolution. In the event of dissolution of the grotto,

(1) Any NSS property held by the grotto shall revert to the NSS.

(2) All assets remaining after meeting outstanding liabilities shall be assigned to the NSS [or another suitable nonprofit organization].  However, if the named recipient is not then in existence or is no longer a qualified distributee, or unwilling or unable to accept the distribution, the assets of this organization shall be distributed to a fund, foundation, or corporation organized and operated exclusively for the purposes specified in Section 501 ( c)(3) or the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue law).

IX. Amendments to this constitution may be proposed either by the Executive Committee or by a petition of ten percent of the members in good standing. Adoption of the amendments shall require a two-thirds vote of the members voting, either in person or by absentee ballot, provided that notice of the meeting and the content of the amendments shall have been announced to the membership at least thirty days prior to the time at which the vote will be taken.

Commentary On Sample Constitution

It is recommended that no matter how small the organization there be at least three officers to constitute an Executive Committee. This makes sure of a presiding officer, someone to stand in if the Chairman is unable to serve, and someone to handle financial transactions and record-keeping. With over thirty members, it may be better to have a larger Executive Committee to spread the responsibility for decision-making over more persons.

NSS policy requires that all members of the decision-making body (i.e., the Executive Committee) be active NSS members.

Some groups may prefer to call the chief officer President and the second in the line of authority Vice-President. Corporations generally have to use the term President.

In the event of dissolution, all that is actually mandated is that, if the grotto has some NSS property (see also note in sample text), it must be returned. This could include maps from NSS Cave Files, slide show for a program, library material on loan, or an unspent cash advance for some NSS project (such as a symposium) administered by the IO. Many IOs decide that all assets remaining at the time of dissolution, after liabilities have been taken care of, will be turned over to the NSS. However, they may designate another nonprofit group such as a grotto or a local Search and Rescue group to receive part or all of the assets. Fixed assets such as helmets may be sold or auctioned off to convert all assets to cash.

What does being "non-profit" mean? Non-profit is a term recognized by states. Tax exempt is a term recognized by the IRS. It does not mean that some project cannot make a profit, as long as the proceeds are spent for the purposes for which the IO was formed. None of such proceeds should inure to the benefit of specific individuals. Thus, in the case of dissolution, remaining cash on hand should not be divided and distributed to the individual members. But individuals may receive reimbursement for personal funds advanced for grotto approved expenses. If a generous individual lends the IO a computer or printer to use, or some training equipment or books, some kind of agreement should be put on paper at the time and signed, showing whether it was a donation or whether it was on loan and should revert to the owner in the event of dissolution.

Notice carefully the provisions for amending the constitution and the bylaws. IO government should be democratic. Everyone should have a chance to express their acceptance or opposition to a proposed change in constitution or bylaws.  The general membership should be kept aware of the decisions being made by the Executive Committee and the justification for such decisions. Failure to do this has caused dissatisfaction within grottos, growth of dissident factions, and a challenge to the power of the Executive Committee, particularly if it tends to be well-entrenched. Emergence of such tensions may well affect the ability of the IO to carry out caving projects successfully.

The percentages or numbers required to pass various votes need to be reconsidered as the IO grows or dwindles in size. With a beginning size of twelve members, 50% is a reasonable expectation. When the grotto has sixty members, setting 50% required for a vote may encouraging "voting with the feet," by simply staying home to defeat the vote. With a small grotto of ten members, to require either 50% or twenty, whichever is the greater number, obviously this requires 100% to pass. Avoid such meaningless requirements.

Sample Bylaws

I.  Membership

(1) Applications: Applications for membership shall be in writing and shall be accompanied by dues as specified herein and a statement signed by the applicant indicting support for the goals of the Group and its conservation policies. All applications for membership shall be acted on by the Executive Committee.

(2) Classes of Membership: There shall be the following classes of members 

Full Regular: Is an NSS member, has voting rights, may hold office, and receives any generally distributed publications.

Full Family: Is an NSS member and part of the family of and is a part of the same household as a Full-Regular member. Has same rights as the Full-Regular member except for not receiving generally distributed publications. [Dues are generally less for this type of member.]

Associate Regular: Is not an NSS member, may not hold office, may vote on matters not affecting NSS.

Associate Family: Is not an NSS member, is a part of the family of a Regular or Associate-Regular in the same household. They may not hold office and do not receive generally distributed publications, but may vote on matters not affecting the NSS.

[Provisions may also be made for members under a specific age and for Honorary Members. Honorary members do not pay dues.]

(1) The amount of the annual member dues shall be determined by the Executive Committee.

(2) Dues shall be payable January 1. Members joining at other times shall have their dues pro-rated.

(1) Non-Payment of Dues: Membership shall be terminated for non-payment of Grotto dues. A member dropped solely for non-payment of dues may be reinstated automatically upon payment of current Grotto dues.

(2) Infractions: Members may be admonished, suspended from certain privileges, or expelled from Grotto membership for any of the following reasons:

(A) Willful misuse of Grotto property or facilities

(B) Willful disregard of the safety of themselves and/or of others while participating in a Grotto activity.

(C) Conduct detrimental to the Grotto and/or the National Speleological Society. Disciplinary action under this provision shall be taken only upon a two-thirds vote of the Executive Committee by a secret ballot. Disciplinary action shall be initiated only upon presentation to the Executive Committee of a written petition for disciplinary action, submitted by at least two members of the Grotto not in the same household.

Upon receiving such a petition, the Executive Committee shall take such actions that are deemed necessary to notify the accused member or members, in writing, of the petition, and of the place, date, and time at which the petition will be considered by the Executive Committee. The accused member or member shall have the right to speak on their own behalf. Such considerations shall take place no sooner than twenty-one days and no later than seventy days after the petition is received by the Executive Committee.

[This is what is known legally as "due process. Note the provision for a speedy "trial, " and the fact that a schedule is set up that must be followed Having schedules established is one service performed by bylaws.]

(1) No special assessments may be made against members of the Grotto. Voluntary contributions may be solicited by the Executive Committee for specific purposes. A charge may be made for the Grotto’s special publications and extra copies of regular publications, and fees may be collected for use of the Grotto’s property when approved by the Executive Committee.

(2) Gifts and bequests may be made to the Grotto in any form or amount and for any use compatible with the purpose of the Grotto.

(3) A charge may be made to non-members for: attendance at Grotto-sponsored activities; use of the Grotto’s equipment and library; copies of publications, maps, and other data, and inclusion of non-members on the Grotto’s mailing list.

(1) Elections: Candidates for the Executive Committee shall be selected from among eligible Grotto members by an Elections Committee of at least three members, a majority of whom are not Executive Committee members. This Committee shall be appointed annually by the Chairman and approved by the Executive Committee. The chairman of this Committee shall not be a candidate for the Executive Committee in the election for which the committee is formed. Additional Elections of eligible members may be made from the floor at a regular general meeting provided that the member so nominated agrees to run. The ballot shall have provision for write-in votes.

The deadline for receiving ballots shall be not less than seven days before the end of the fiscal year. Ballots shall be mailed to the members at least thirty days before the deadline for receiving ballots.

The Elections Committee shall submit to the Executive Committee a written report on the results of their selection process and the results of any Elections from the floor. The Elections Committee shall prepare, distribute, and receive the ballots and shall act as tellers for the election, and shall submit a written report of the results of the election to the Executive Committee. The Elections Committee shall also notify each nominee of his or her position in the order of finish in the election, and notify successful candidates of the place, date, and time of the organizing meeting of the new Executive Committee.

 (2) Assumption of Duties: Those elected each year shall take office at the start of the first Executive Committee meeting of the fiscal year.

(3) Meetings: There shall be at least one Executive Committee meeting in each of at least [four quarters?] of the fiscal year. The date, time, and place of these meetings shall be provided to the membership before the date of such meeting. The Executive Committee shall determine the date, time, and place for any special meetings. A quorum at an Executive Committee meeting will be a majority of the members of the Executive Committee.

(A) Parliamentary Authority. Robert’s Rules of Order, as revised, shall govern all procedural questions arising at meetings of the Executive Committee when they are applicable and when they are not inconsistent with the Grotto’s constitution and bylaws.

(B) Proxy. Any member of the Executive Committee may appoint a member of the Grotto as a proxy to act for them at a meeting of the Executive Committee. A Proxy may act at one meeting for only one Executive Committee member. The presiding officer must be notified of such proxy appointment directly or in writing by the absent Executive Committee member before the proxy may be allowed to serve. Authorization should state if discretionary powers have been given to the proxy.

(C) Other Attendees. Committee chairpersons may attend meetings of the Executive Committee and have the privilege of speaking on matters relevant to the committee’s function, but shall have no power to vote by virtue of their committee role. Any other member of the Grotto may attend Executive Committee meetings and may be granted the privilege of the floor at the discretion of the presiding officer but shall have no power to vote.

(4) Recall. The Executive Committee shall have the power to remove any Executive Committee member who, without just cause, fails to attend two regular Executive Committee meetings in one fiscal year without sending a proxy or who, without just cause, attends no Executive Committee meetings in person for three consecutive meetings.

(5)Filling Vacancies. Vacancies on the Executive Committee that occur shall be filled for the balance of the fiscal year by chairman’s appointment, subject to majority approval of the rest of the Executive Committee.

(6) Standing Rules. Each action approved by the Executive Committee which serves to establish new policies or administrative procedures can be designated as a "directive" or "act." The Secretary of the Grotto can be made responsible for maintaining a file of such directives and be responsible for notifying the membership in writing of their adoption. This is similar to "standing orders," described in Robert’s Rules. This is optional. However, it can be helpful to have in one place policy decisions made, such as restrictions on sale of store items to non-members, how to prorate last quarter dues if dues are collected by the year, authority held by trip leaders, and banning smoking, use of alcoholic beverages, or drugs during cave exploration.

Committees shall be established by the Executive Committee to execute the work of the Grotto. Chairpersons of the committees shall be appointed by the Chairperson of the Grotto, subject to the approval of the Executive Committee. Each committee chairperson shall select the personnel and promote the activities of his/her committee. All committees (except for the Elections Committee) shall operate under the direction and approval of the Executive Committee.

(A) Details. There shall be at least one General Meeting of the membership [each quarter of the calendar year or of your choosing]. The date, time, and place of these meetings shall be provided to the membership before the date of such meeting. The Executive Committee shall determine the date, time, and place for these and any special meetings.

(B) Quorum. A quorum at a General Meeting shall be ten percent of the total membership and at least five individuals.

VIII. Finances

The Grotto may acquire real and intangible property, including equipment, literature, and other materials for use by and on behalf of the membership. Generally accepted accounting practices shall be used to account for all assets.

The fiscal year shall be the calendar year [or some other date ].

The Grotto may issue and distribute to the members in good standing, other than Family Members, regular issues of a Grotto newsletter, and is empowered to issue and distribute special publications, subject to regulations governing the subject matter, publication dates, sales, and distribution as prescribed by the Executive Committee. Copies of the publications must be provided to the NSS in accordance with NSS policy.

The Grotto may maintain a Grotto Store for the convenience of members, friends, and associates, which will be limited to caving related goods appropriate to the policies of the Grotto.

XII. Grotto Records and Annual Report to NSS

It shall be the duty of the [indicate specific officer] to keep the grotto records up to date with the NSS and to submit the Annual Report to the NSS.

XIII. Amendment

All proposed amendments to these bylaws must be presented to the entire membership and notice given to the members of the place, date, and time of the General Meeting at which the amendments will be considered for adoption, and provisions shall be made for absentee voting. This notice shall be given at least twenty days prior to the designated meeting. Adoption of the amendments shall require a two-thirds vote of the members voting, either in person or by absentee ballot, and the total votes cast must constitute at least fifty percent of the membership.

Commentary about Bylaws

Know the difference between "shall" and "may."

Membership. The membership classes that you may want to consider can include but are not limited to: Regular, Family, Junior, Student, Honorary, Non-Resident. "Associate" may be used in conjunction with any of these (except Honorary) to distinguish from an NSS member.

If you designate types of membership by age, use inclusive words so as not to exclude a certain age group. Say seventeen and older, and less than seventeen, as an example.

Remember that a "student’ is not necessarily a Junior. Some people take years to finish work for a Ph.D.

A word about children. The future of the NSS lies with our children-those in our families, those in our youth groups like Scouts, and those in classes which some of us teach. We take on a great responsibility when we enroll young people in the grotto, but doing it responsibly is a contribution of great value to the future of NSS. Some grottos have bylaws that state that every member of NSS in their area is eligible to join the grotto; this automatically obligates them to accept young people, whether they realize it or not. Detailed procedures about youth or other guest participation does not belong in the bylaws, but appropriate policy statements should be on the agenda.

Don’t include the amount of the dues in the bylaws. Simply state where the authority for setting the amount of dues lies, and provide a process for petitioning for changing Executive Committee decisions (or have dues changes acted upon at a general meeting). 

You may want to consider letting each membership run for one year from the time of joining.  Advantage: This provides a cash flow of dues money throughout the year. Disadvantage: It is very time consuming and difficult to send reminders. You don't have the money on hand or drawing interest. 

Termination of Membership. Separate termination for non-payment of dues from the more serious termination for unacceptable behavior. You may even want to put the information into two separate sections. Non-payment often occurs when a member moves away and continues to receive the newsletters for the rest of the year and then not pay any more dues.

Failure to provide due process to someone being considered for disciplinary action could even bring the grotto into court if the individual feels that he/she was denied the right to state his/her case and know the charges placed. Consider a simple warning for a new member still unfamiliar with caving procedures.

Assessments and Gifts. This section was put into the bylaws to give the grotto the authority to accept some unexpected bequest from a former member now deceased, or to request grants from corporations for caving projects. Fund raising drives within the membership can put someone with limited means in a difficult situation. Hence we urge that there be no assessments. Member donations should be voluntary.

Executive Committee. The bylaws and constitutions should not be written as to discourage getting new blood into the organization. 

Conducting the election at one meeting, with nominations all from the floor, and some "railroading" if no one wants to run against the incumbents is another recipe for "No change at the top."

The mail or email ballot should avoid the above scenarios. Alternatively, adopt a procedure to get the candidates during two previous months and pass around paper ballots for secret voting at the meeting where the election is held. Provide that those who will not be able to attend can get absentee ballots on request.

Another decision to make now, as you write constitution and bylaws is whether you want to elect all your Executive Committee members for one-year terms. Perhaps continuity will be better served if they are elected for two- or three-year terms. Perhaps this decision should be put off for five or six years and then if the grotto has achieved some stability and perhaps some size, a switch can be made to longer terms, with initial assignment by lot.

Several grottos do not elect the officers directly, but elect a set of directors who in term name the officers on the basis of qualifications. While all officers and directors must be NSS members, the directors need not be bound to select from within their numbers every officer. A number of grottos keep a treasurer year after year; my advice is, "If you get a good treasurer keep him/her!" Of course, the treasurer should still be subject to simple audits.

Obviously a major choice lies before a group drawing up a new constitution and bylaws: what kind of organization will you have and for what terms will each serve? Also, what about term limits? That is also a good way to avoid having the same people at the top forever. Perhaps a mixture is what you want in your grotto: limited the chair and vice-chair to successive terms of two full two-year terms, but allowing others to continue without any limit of number of successive terms.

You are not going to be bound forever by the provisions you put into your initial constitution and bylaws. But constant amending will lead to apathy among the electorate.

You’ll notice that in the sample we never stipulate meetings every month. Instead, a minimum number is mandated to give some leeway for convention months, the holiday season around the end of the year, etc. Nor do we say when and where - that is left to the Executive Committee. These are items that may need to change frequently, especially in the early years.

As a rule, Executive Committee meetings are open to any and all. This might not be true of a special meeting to consider the case of someone being considered for expulsion. But being generally open is a good way of discovering potential future officer talent. Listen!

Fiscal Year. It is essential to define this. By default it may become the calendar year. But even that choice should be set down in the bylaws.

Store and Newsletter. Note that the sample says you may have these member services. (Note: in some areas you "buy" into a regional newsletter.) Saying "may" instead of "will" relieves you of having to feel guilty if these services lie unused.

Dissolution. The wording is from the IRS and is appropriate for grottos seeking tax deductible status. 

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